Halifax, Canada / ACCESSWIRE / September 8, 2014 / Nwest Energy Corp. (TSXV: NWN) (the "Company") announces today that it intends to make an offer to acquire all of the outstanding common shares of Bird River Resources Inc. (CSE: BDR) ("Bird River").
Pursuant to the proposed offer, Bird River shareholders will be entitled to receive one common share of the Company for each Bird River common share validly tendered to the proposed offer.
The intention to make an offer to acquire all of the outstanding common shares of Bird River follows a strategic review by the Company to evaluate oil and gas opportunities.
Commenting on the Offer, Kevin Aylward, the Chief Executive Officer and President of the Company, said:
"The proposed offer will result in substantial benefit to both the company and Bird River and their respective shareholders by streamlining the cost-structure of two entities into a single entity under the guidance of a seasoned executive team that has a forward vision. An experienced board of directors will progressively move the company forward under a well-founded solid business plan with a strengthened balance sheet to support growth strategies. We believe strongly in the prospects of a combination for our two companies, which are highly complementary and which is expected to provide greater liquidity for both shareholder bases."
Should a takeover bid be commenced, full details of the offer will be included in a formal offer and the take-over bid circular to be filed with securities regulatory authorities and mailed to Bird River shareholders. The Company expects to mail the offer and take-over bid circular to Bird River shareholders as soon as practicable and in any event prior to September 30, 2014. The offer will remain open for at least 35 days following the commencement of the offer.
The offer will be subject to certain conditions, including, but not limited to, receipt of all necessary regulatory clearances, absence of material adverse changes in Bird River and acceptance of the offer by Bird River shareholders owning not less than 662/3% of the Bird River common shares on a fully-diluted basis. Once the 662/3% acceptance level is met, the Company intends, but is not required to, take steps to acquire all of the outstanding Bird River common shares and other convertible securities or rights to acquire Bird River common shares.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of the Company or Bird River. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada and, if applicable, the United States. Prior to making the decision to tender, investors are urged to read the offer and takeover bid circular filed with securities regulatory authorities in Canada and if applicable, the United States.
About NWest Energy Corp.
NWest Energy Corp. is a TSX Venture Exchange listed, Canadian-based resource company focused on exploration, acquisition and advancement of oil and gas properties. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements made and information contained herein is "Forward-looking information" within the meaning of applicable securities laws, including statements regarding the proposed offer and take-over bid circular, terms of the offer, timing of the offer and the Company's intention to take steps to acquire the remaining Bird River shares and other Bird River securities following the take-over, which involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking information, including those described in each management's discussion and analysis released by the Company. In addition, forward-looking information is based on various assumptions including, without limitation, the Company's assessment of the effect of an offer on the Company, Bird River and Bird River's shareholders; the satisfaction of any conditions to an offer; the timing and prospects for shareholder approval; regulatory restrictions; and the speculative nature of the natural resources industry. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.
For Further Information
Kevin Aylward, B. Comm, CEO /President, NWest Energy Corp., (902) 405-4751, 709 693-0080 cell, [email protected]
SOURCE: Nwest Energy Corp.